### CONFIDENTIALITY AGREEMENT
This “Confidentiality Agreement” (hereinafter referred to as the "Agreement") is made and entered into by and between the FORM FILLER located at …………………………… (hereinafter referred to as the "MEMBER") and VETTALKS ÖZEL SAĞLIK HİZMETLERİ SANAYİ VE TİCARET LTD. ŞTİ., located at Yesilyurt Mah. 4312 Sk. No: 18 İç Kapı No: 3 Kepez/Antalya (hereinafter referred to as "VETTALKS"). Hereinafter, the MEMBER and VETTALKS may be referred to individually as a "Party" and collectively as the "Parties."
#### 1. Purpose
The Parties may share certain Confidential Information during their discussions for potential future use. This Agreement is drafted to outline the methods for exchanging confidential information and to establish the rights and obligations related to the protection of Confidential Information disclosed by one Party to the other during their discussions. This Agreement does not obligate the Parties to disclose or share any documents or information with each other.
#### 2. Definition and Scope of Confidential Information
For the purposes set forth in Article 1 of this Agreement, "Confidential Information" exchanged between the Parties shall mean all information that is the proprietary and/or commercial secret of the disclosing Party, including but not limited to design information, technical information, trade secrets, ideas, inventions, projects, drawings, models, software programs, algorithms, software modules, source codes, technical specifications, product plans and technologies, user manuals, marketing information, customer lists, forecasts and assessments, financial reports, contract terms, records, and all information and materials related to the disclosing Party’s business. This includes all products, goods, and services relating to VETTALKS, its shareholders, affiliates, licensees, customers, and consultants; methods used to obtain them; trade secrets; all formulas; know-how; patents; inventions; designs; customer lists; budgets; business development; marketing and pricing plans and strategies; and similar information. Confidential information disclosed orally, visually, through samples or models, or through the examination, testing, or use of projects, drawings, devices, or components provided by the disclosing Party will also be considered "Confidential Information" and treated under this Agreement. If the disclosing Party explicitly states during disclosure that the information is Confidential and subsequently confirms it in writing within 10 (ten) days, the orally disclosed information will be treated as Confidential Information.
#### 3. Conditions of Use of Confidential Information
The receiving Party agrees, declares, and undertakes to comply with the following terms regarding the protection and use of Confidential Information during the term of this Agreement and indefinitely after the termination or expiration of this Agreement in accordance with Article 8:
- a) Use Confidential Information solely for the purpose for which it was provided by the other Party.
- b) Disclose Confidential Information only to its personnel who need to know such information for the purpose, ensuring that they comply with the terms of this Agreement.
- c) Exercise at least the same degree of care to protect the Confidential Information of the disclosing Party as it exercises to protect its own Confidential Information of equal importance.
- d) Not disclose Confidential Information to third parties, including shareholders, affiliated companies, and subsidiaries, without the written consent of the disclosing Party.
- e) Not copy or reproduce Confidential Information in whole or in part except as necessary to fulfill the purposes of this Agreement. Any unauthorized copying or reproduction will be subject to administrative action upon discovery.
- f) Ensure that any organization, subcontractor, or other third party to whom Confidential Information is transferred in compliance with this Agreement is bound by the same confidentiality obligations.
#### 4. Information Not Covered by Confidentiality
The receiving Party shall have no responsibility or liability regarding any Confidential Information that meets the following criteria:
- a) Was known to the receiving Party at the time of receipt and can be proven with evidence.
- b) Was independently developed by the receiving Party's personnel without knowledge of the Confidential Information and can be proven with evidence.
- c) Was known to the public at the time of disclosure or became publicly known through no fault of the receiving Party.
- d) Was lawfully received from a third party without similar restrictions and after due diligence to ensure that the third party was not under an obligation to maintain confidentiality.
- e) Must be disclosed to the receiving Party’s government in compliance with applicable laws, provided that the disclosing Party is notified in advance in writing.
- f) Is approved in writing by the disclosing Party for publication or use.
#### 5. Ownership of Confidential Information
Each Party acknowledges that the ownership and rights to the Confidential Information disclosed remain with the disclosing Party and that nothing in this Agreement shall be construed as granting the receiving Party any rights or ownership in the Confidential Information. No provision of this Agreement shall be interpreted as granting any special usage rights or licenses under intellectual property law or other regulations. Any such rights must be obtained through separate agreements independent of this Agreement.
#### 6. Disclaimer of Liability
The disclosing Party shall not be liable for any direct, indirect, special, incidental, or consequential damages, loss of profits, or other losses arising from any error or omission in the Confidential Information disclosed under this Agreement, even if used by the receiving Party’s devices, tools, equipment, personnel, or third parties.
#### 7. Breach of Agreement
7.1 If either Party breaches any of its obligations under this Agreement, particularly regarding the protection of Confidential Information, the breaching Party shall be liable to compensate for any damages or losses as determined by a court of law. In addition:
- a) The disclosing Party shall make every effort to prevent further disclosure or misuse of the Confidential Information if a breach is discovered.
- b) The receiving Party shall implement all corrective measures requested by the disclosing Party if the breach is identified, after first receiving a warning, and if no correction is made within 15 business days, legal action may be taken, with all associated costs borne by the receiving Party.
7.2 Failure or delay by either Party to exercise any right or remedy under this Agreement shall not constitute a waiver of such rights or remedies or prevent the exercise of such rights or remedies at a later time or in subsequent breaches.
#### 8. Term of Agreement
This Agreement shall remain in effect for FOUR (4) years from the date of signing, unless extended by written agreement of the Parties. At the end of this period, the Agreement shall automatically terminate without the need for further notice. Upon termination, all copies of Confidential Information belonging to the disclosing Party in the possession of the other Party shall be destroyed upon the disclosing Party’s request.
#### 9. Dispute Resolution
All disputes arising from the interpretation and execution of this Agreement shall be governed by the laws of the Republic of Turkey, and the courts and enforcement offices of Antalya shall have exclusive jurisdiction.
#### 10. Expenses
Each Party agrees not to claim reimbursement from the other Party for any expenses incurred in connection with the work performed under this Agreement.
#### 11. Entire Agreement and Amendments
The provisions herein constitute the entire Agreement between the Parties, superseding all prior oral or written agreements, commitments, and understandings related to the subject matter of this Agreement. Any amendments to this Agreement shall only be made by written mutual consent of the Parties.
#### 12. Severability
If any provision of this Agreement is declared invalid, illegal, or unenforceable under any law or regulation, the remaining provisions shall remain in full force and effect.
#### 13. Assignment Prohibition
Neither this Agreement nor any of the rights and obligations hereunder may be assigned or transferred to any third party without the prior written consent of the other Party.
#### 14. Business Relationship
This Agreement does not establish any partnership or formal business relationship between the Parties other than the terms expressly stated herein. It shall not be construed as a commitment to enter into any further agreements.
#### 15. Notification Addresses
All notices, demands, requests, and other communications required or permitted to be given under this Agreement shall be in writing in Turkish and delivered via registered mail or notary to the addresses specified on the first page of the Agreement. Any change of address shall be communicated to the other Party in writing within 7 days. Notices sent to the addresses provided in this Agreement shall be deemed received by the Party to whom they are addressed, and the responsibility for any consequences resulting from the failure to notify a change of address shall rest with the Party that fails to provide such notice.
This Agreement, consisting of fifteen (15) articles, was signed by the authorized representatives of the Parties on the date of commencement of MEMBERSHIP in 1 (one) original copy and came into effect upon being signed.
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### CONFIDENTIALITY AGREEMENT AND UNDERTAKING
#### ARTICLE 1 – PARTIES
This Confidentiality Agreement and Undertaking has been signed between the participant with the address listed below (hereinafter referred to as the "Participant") and Vettalks Özel Sağlık Hizmetleri Sanayi ve Ticaret Ltd. Şti. under the terms and conditions specified below, for the protection of the rights of Vettalks in relation to the workshop trainings provided by Vettalks.
Hereinafter, the parties shall be referred to as "Vettalks" and "Participant."
- **Vettalks:** Vettalks Özel Sağlık Hizmetleri Sanayi ve Ticaret Ltd. Şti.
- **Address:** Göksu Mah. Gazi Bulvarı No: 465 / 9 Kepez / ANTALYA
- **Participant:** ………………………….. (T.C. Identity No: ………………..)
- **Address:** ……………………………………
#### ARTICLE 2 - SUBJECT
The subject of this Agreement and Undertaking includes the rules and obligations the Participant must adhere
to concerning all information, documents, practices, etc., provided during the workshop trainings announced and notified by Vettalks, and the commitments made by the Participant regarding these matters.
#### ARTICLE 3 - RULES AND COMMITMENTS OF THE PARTICIPANT
3.1 The Participant agrees, declares, and undertakes that the information used during the training is strictly for learning purposes, is considered confidential, and will not be transferred or disclosed to third parties or entities for commercial purposes. The Participant further agrees not to share this confidential information with any third party without Vettalks' written consent, and not to disclose it in any manner, through any means, or via media outlets, or use it for advertising purposes. This obligation is indefinite and not subject to any time limitations.
3.2 The Participant agrees, declares, and undertakes to comply with all confidentiality principles to protect the confidential information related to the workshop training topic.
3.3 The Participant acknowledges, declares, and undertakes that all intellectual, industrial, ownership, and property rights related to the workshop training topic belong to Vettalks.
3.4 The Participant agrees, declares, and undertakes not to make any audio or video recordings or use similar devices to record audio or video during the workshop training.
3.5 The Participant agrees, declares, and undertakes not to use any information, documents, practices, or similar content related to the workshop training topic on social media, online platforms, or any similar applications.
3.6 The Participant agrees, declares, and undertakes to fully comply with the rules set by Vettalks and any other rules announced during the workshop training.
3.7 The Participant acknowledges, declares, and undertakes that they are aware of the content of the workshop training provided by Vettalks and will not make any further claims in this regard.
#### ARTICLE 4 - PENALTY CLAUSE
If the Participant fails to comply with the rules and commitments specified in Article 3, they agree, declare, and undertake to pay a penalty fee of ………. (……………) TL to Vettalks, in addition to compensating for any material and moral damages incurred by Vettalks. The Participant agrees that the penalty fee is not excessive, and they will pay the agreed penalty fee in cash and in full within 7 days of being notified in writing by Vettalks, without the need for any court or enforcement action.
#### ARTICLE 5 - NOTIFICATION ADDRESSES
The addresses listed under the names of the Parties in this Agreement are considered valid notification addresses. All notices and communications sent to these addresses will be considered valid notifications. If a Party changes their address, they must notify the other Party in writing within 7 days. Failure to notify a change of address will result in the Party failing to notify being responsible for any consequences.
#### ARTICLE 6 - DISPUTE RESOLUTION
The Parties agree that Antalya Courts and Enforcement Offices have jurisdiction over any disputes arising from this Agreement.
This Agreement consists of 6 articles and has been drawn up in 2 (two) copies on .../.../... and signed by the Parties.
